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Raiffeisen Bank International AG / Change of law on securities other than shares

Published: March 18, 2017; 13:10 · (FriedlNews)

On 18 March 2017, the down-stream merger of Raiffeisen Zentralbank Österreich Aktiengesellschaft ("RZB") into its majority-owned subsidiary Raiffeisen Bank International AG ("RBI") ("Merger") was registered in the Austrian company register (Firmenbuch). The Merger occurred under Austrian law pursuant to which RBI became the universal successor of RZB, assuming all of its rights and liabilities (including those under the Notes).

 

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Notice to Noteholders under the Euro Medium Term Note Programme of Raiffeisen
Zentralbank Österreich Aktiengesellschaft (the "Programme")

Merger of Raiffeisen Zentralbank Österreich Aktiengesellschaft into Raiffeisen
Bank International AG

Notes outstanding under the Programme (the "Notes"):

Series No. / ISIN:
Series 8 / XS0120255137;
Series 11 / XS0146284442;
Series 54 / XS0289338609;
Series 59 / XS0300807939;
Series 89 / XS0361753204;
Series 100 / XS0383448114;
Series 108 / XS0439489625

On 18 March 2017, the down-stream merger of Raiffeisen Zentralbank Österreich
Aktiengesellschaft ("RZB") into its majority-owned subsidiary Raiffeisen Bank
International AG ("RBI") ("Merger") was registered in the Austrian company
register (Firmenbuch). The Merger occurred under Austrian law pursuant to which
RBI became the universal successor of RZB, assuming all of its rights and
liabilities (including those under the Notes).

Deutsche Trustee Company Limited as trustee (the "Trustee") for the holders of
the Notes (the "Noteholders") has determined pursuant to Clause 10.1 of each of
the Trust Deeds (as defined below) appertaining to each of the Series of Notes
that any Potential Event of Default or Event of Default that might have
otherwise occurred as a result of the Merger pursuant to:

(A) Conditions 10(e)(i), 10(e)(ii) and 10(h) of the Notes constituted by each
of the 1999 Trust Deed and the 2001 Trust Deed (as defined below); and

(B) Conditions 14(e)(i), 14(e)(ii) and 14(h) of the Notes constituted by each
of the 2006 Trust Deed, the 2007 Trust Deed and the 2009 Trust Deed (as defined
below),

shall not be treated as such for the purposes of the Notes. The Trustee has
made its determination on the basis that the Merger is not materially
prejudicial to the interests of the Noteholders. In reaching such
determination, the Trustee has considered certain information provided to it by
RZB and RBI as to the financial position of RBI following the Merger and, in
particular, the fact that, as RBI will, as a result of the Merger, become the
universal successor of RZB and thus assume all liabilities under the Notes and
the Trust Deeds, the economic strength of the Guarantee and the Subordinated
Payment Undertaking will, following the Merger, be behind and an integral part
of RBI such that the removal of the Guarantee and the Subordinated Payment
Undertaking (as described below) will not be materially prejudicial to the
interests of the Noteholders.

Pursuant to a Supplemental Trust Deed and a Supplemental Agency Agreement (each
dated 17 March 2017 and between, among others, RBI and the Trustee), with
effect from 18 March 2017, all references to RZB and the RZB Group in the
Supplemented Trust Deeds, the Conditions, the Notes, each Agency Agreement and
related documentation shall be read and construed as referring to RBI and the
RBI Group respectively, and each of the Deed of Guarantee and the Subordinated
Payment Undertaking (each dated 8 October 2010) between RBI and the Trustee are
terminated and all references thereto in the Supplemented Trust Deeds, the
Conditions and the Notes are deleted. In addition, notice is hereby given that
RBI has succeeded RZB as a Paying Agent (as defined therein) under the relevant
Agency Agreements.

This notice applies to the following trust deeds relating to the Programme:

* the trust deed dated 10 May 1999, as amended on 26 June 2000, as further
amended and restated on 8 October 2010 (the "1999 Trust Deed"), and as
further supplemented on 17 March 2017 (the "1999 Supplemented Trust Deed");
* the trust deed dated 26 June 2001, as amended and restated on 8 October 2010
(the "2001 Trust Deed"), and as further supplemented on 17 March 2017 (the
"2001 Supplemented Trust Deed");
* the trust deed dated 22 December 2006, as amended and restated on 8 October
2010 (the "2006 Trust Deed"), and as further supplemented on 17 March 2017
(the "2006 Supplemented Trust Deed");
* the trust deed dated 20 December 2007, as amended and restated on 8 October
2010 (the "2007 Trust Deed"), and as further supplemented on 17 March 2017
(the "2007 Supplemented Trust Deed"); and
* the trust deed dated 2 March 2009, as amended and restated on 8 October 2010
(the "2009 Trust Deed"), and as further supplemented on 17 March 2017 (the
"2009 Supplemented Trust Deed"),

with the 1999 Trust Deed, the 2001 Trust Deed, the 2006 Trust Deed, the 2007
Trust Deed and the 2009 Trust Deed together being referred to as the "Trust
Deeds" and the 1999 Supplemented Trust Deed, the 2001 Supplemented Trust Deed,
the 2006 Supplemented Trust Deed, the 2007 Supplemented Trust Deed and the 2009
Supplemented Trust Deed together as the "Supplemented Trust Deeds".

Capitalised terms used in this notice and not otherwise defined bear, in
respect to each Series of Notes, the meanings given to them in the relevant
Supplemented Trust Deed appertaining to each such Series of Notes.

Noteholders may obtain further information from:

Susanne Langer
Head of Group Investor Relations
Raiffeisen Bank International AG
Am Stadtpark 9, A-1030 Vienna, Austria
ir@rbinternational.com
Phone: +43-1-71707-2089

March 2017 Raiffeisen Bank International AG

Further inquiry note:
Raiffeisen Bank International AG
Mag. Susanne Langer
Tel.: +43 1 71707-2089
ir@rbinternational.com
end of announcement euro adhoc

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issuer: Raiffeisen Bank International AG

Am Stadtpark 9
A-1030 Wien
phone: +43 1 71707-2089
FAX: +43 1 71707-2138
mail: ir@rbinternational.com
WWW: www.rbinternational.com
sector: Banking
ISIN: AT0000606306
indexes: ATX Prime, ATX

stockmarkets: official market: Wien, stock market: Luxembourg Stock Exchange
language: English

Digital press kit: http://www.ots.at/pressemappe/5366/aom

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OTE0001 2017-03-18/13:10

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